RUSSIAN DIRECT INVESTMENT FUND (RDIF) Swedish – Russian Investment Forum 17th November 2011 Russia is a Powerful Global Economy… Page 1 Fueled by Fundamental Growth Drivers… ,% Page 2 …And Positioned Well For The Future Page 3 Russian Direct Investment Fund (RDIF) Fund mission Fund objectives Investment geography • To become catalyst for attracting direct investments, talent and technologies into the Russian economy by carrying out profitable investments • Attracting foreign direct investments into the Russian economy • Carrying out profitable investments • Predominantly Russian Federation • Foreign investments not to exceed 20% of the Fund • Investments in foreign companies must be approved by 75% of votes of the Investment Committee / Supervisory Board… • …and only subject to (а) providing access to breakthrough technologies in priority innovation and modernization sectors, or (b) having strategic importance within the CIS • Focus is on private equity investments, in addition to (а) influential or controlling stakes in public companies, and (b) equity-linked credit instruments (e.g., convertible, mezzanine) • RDIF is structured as a private equity fund • Investment IRR target is at least 20% Investment structure Page 4 RDIF Key Investment Criteria Mandatory co-investment Size of investment • RDIF can invest only with a co-investor or a group of co-investors in the ratio of not less than 1:1 co-investor / RDIF • Co-investor must have at least $1 billion of assets under management, or have market capitalization of at least $1 billion, or annual turnover of at least $1 billion and EBITDA of at least $150 million* • Minimum deal size - $50 million equity investment in one project • Maximum deal size - $500 million equity investment in one project, unless approved by 75% of the votes of the Investment Committee / Supervisory Board • Ownership in the company of less than 49%; in typical transactions RDIF ownership will not exceed 25%+1 • The Fund will target significant influence and/or joint control with its coinvestors • Expected exit in 5-7 years Ownership Investment horizon * According to the latest audited financial statements Co-investment is a enabling mechanism, which aims to (а) maximize the quality of RDIF investments and (b) attract foreign direct investments into the Russian economy Page 5 RDIF Structure and Management Key development and international trade bank, chaired by Prime Minister Vladimir Putin International Auditor audit International Advisory Board 100% ownership sole investor advice RDIF MANAGEMENT COMPANY Three levels of governance: I. II. STRATEGIC: INVESTMENT: III. OPERATIONAL: CEMF Management Agreement Supervisory Board • Investment strategy • Rules and procedures • Approval of large transactions • Approval of transactions, for which special permit was requested by Investment Committee Russian Direct Investment Fund (RDIF) Stakes in projects ИНВЕСТОРЫ ИНВЕСТОРЫ (LimitedPORTFOLIO Partners) (Limited Partners) COMPANIES Investment Committee • Approval of investment transactions Chief Executive Officer and Executive Board • Management team should possess significant investment experience • Day-to-day guidance of origination, assessment, structuring and execution • Hiring and management of investment team • Preparation of recommendations for Supervisory Board and Investment Committee Stakes in projects Financial and Strategic Investors Page 6 RDIF World Class International Advisory Board LOU JIWEI Chairman and CEO China Investment Corporation (*Assets under management $410B) LEON BLACK Chairman and CEO Apollo Global Management ($72B) BADER MOHAMMAD AL-SA’AD Managing Director Kuwait Investment Authority ($296B) DAVID BONDERMAN Managing Partner TPG ($48B) CHONG-SUK CHOI Chairman and CEO Korea Investment Corporation ($37B) STEPHEN SCHWARZMAN Chairman and CEO Blackstone Group ($129B) KURT BJORKLUND Co-managing Partner Permira ($28B) MARTIN HALUSA CEO Apax Partners ($40B) JOSEPH SCHULL Head of European operations Warburg Pincus ($35B) RICHARD DALEY Distinguished senior fellow, the Harris School of Public Policy, University of Chicago; Mayor of Chicago from 1989 to 2011 Page7